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EX-3.1 - AMENDED AND RESTATED BYLAWS - PALATIN TECHNOLOGIES INC | ptn_ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act Of
1934
Date of
Report (Date of earliest event reported): March 8, 2020
Palatin Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-15543
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95-4078884
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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File
Number)
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identification
number)
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4B Cedar Brook Drive, Cranbury, NJ
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08512
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (609) 495-2200
Not Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol
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Name of
Each Exchange
on
Which Registered
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Common Stock, par value $.01 per share
|
PTN
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NYSE American
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
(a)
Amendment to Bylaws
On and
effective March 8, 2021, by unanimous consent the Board of
Directors (the “Board”) of Palatin Technologies, Inc.
(the “Company”) amended and restated the Bylaws of the
Company (the “Amended Bylaws”). Among other matters,
the Amended Bylaws amend Article I, providing clarifying and
technical amendments to relating to the registered office; amend
Article II, relating to meetings of stockholders, including
provisions for holding meetings by webcast, and for holding special
meetings and notice to stockholders; amend Article III, relating to
the Board; amend Article IV, providing clarify and technical
amendments relating to officers; amend Article V, relating to
contracts and other documents; amend Article VI, relating to shares
and transfer of shares; amend Article VIII, providing that the
fiscal year ends on the thirtieth day of June, which has been the
fiscal year of the Company since at least 1996; amend Article IX,
relating to indemnification and insurance; add a new Article X,
relating to forum selection and providing that the sole and
exclusive forum for derivative, breach of fiduciary, claims arising
under the General Corporation Law of the State of Delaware, and
similar actions shall be in a state court located within the State
of Delaware, and providing for a federal forum for Securities Act
claims; and amend Article XI (formerly Article X), relating to
amendments to the Bylaws, providing that any stockholder amendment
or repeal of the Bylaws shall require the affirmative vote of
holders of a majority in voting power of the outstanding shares of
the Company.
The
foregoing description of the Amended Bylaws does not purport to be
complete and is qualified in its entirety by the full text of the
Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Amended and
Restated Bylaws
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PALATIN TECHNOLOGIES, INC.
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Date: March 12,
2020
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By:
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/s/ Stephen T.
Wills
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Stephen T. Wills,
CPA, MST
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Executive Vice
President, Chief Financial Officer and
Chief Operating
Officer
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EXHIBIT INDEX
Amended and
Restated Bylaws